I Am Carnage
by Jet Set Radio Yoyo
Summary: Goblin has decided that it's time to bring Carnage back, but this time Peter is in control. However, with no memories of who he truly is Carnage is unsure of who to trust. The villains want him, the heroes want to save him, and Carnage just wants his life to make sense. Will Peter ever come back, or is Carnage here to stay? Couples: Undecided, but yaoi is a possibility.
1. Chapter 1

**I Am Carnage**

**Chapter 1**

**Couples: Undecided, but yaoi is a possibility. **

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"Oh, it's been so long since the three of us have hung out!"

Peter couldn't help but smile a little when he heard MJ say that. It had been a long time since he had gone out with MJ and Harry. Being Spider-Man really ate up his time, and when you throw in the fact that he still had to deal with school and his team it was a miracle that he found time to breathe. However, today he was just going to hang out with his friends and relax. No dealing with SHIELD, no fighting super villains, and no arguing with his team. The thought of having a nice calm day made Peter's smile just a bit bigger.

"It has been way too long, but let's not dwell on that." Peter said. "Instead we should be talking about what movie we should see."

"I want to see the Sensational Hornet movie." MJ said.

"That's the new superhero movie isn't it?" Peter asked.

"Yeah, it is."

Harry just groaned before he said "I think I see enough superheroes running around New York. Can't we watch that new horror movie instead?"

"You want to see The Darkness Within? Why that movie? The trailers for it look really lame."

"They do not look lame, and I think the plot sounds interesting."

"I didn't think it sounds all that interesting. You agree with me don't you Peter?" MJ asked as she turned to look at her blue eyed friend.

"Oh no don't drag me into this. I think both movies sound good." Peter said.

"If you won't be our tiebreaker how are we going to choose which movie to see?" Harry asked as a small smile started to appear on his face.

"By playing rock-paper-scissors?" Peter suggested.

"I'm game!" MJ said.

Harry sighed, but his smile never disappeared so it was easy to tell that he actually didn't mind playing the game. However, just when the two of them started to play the game Peter could feel his spider sense going into overdrive. Peter had just enough time to turn around only to feel something slam into him. His head slammed into the concrete, and he couldn't help but yelp a bit in pain. He could feel someone holding him down to the ground, and all around him he could hear people screaming. He cracked his eyes open only to see the Goblin smiling down at him.

"It's been awhile Peter."

"Not long enough if you ask me." Peter said.

His head was killing him and Goblin had such a tight grip on his wrists that Peter wouldn't be surprised if they were now bruised.

"Let Peter go dad!" Harry yelled out.

"Stay out of this Harry this has nothing to do with you." The Goblin grumbled.

"It has everything to do with me when you decide to attack my best friend!"

Goblin didn't even bother to say anything to that. He just looked down at Peter and started to grin.

"I think it's time that we left."

Peter opened his mouth to say something, but he immediately clamped his mouth shut when he feels electric shocks course through his whole body. It wasn't strong enough to kill him, but it was strong enough to knock him out. It didn't take long for him to pass out at all, and right before he slipped into the welcoming arms of unconsciousness he heard MJ and Harry screaming his name….

* * *

When Peter woke up he was aware of two things. Thing number one was the fact that he was strapped down to a metal chair with metal restraints. Thing number two was the fact that he seemed to be in a lab of some sort. He was surrounded by hexagon shaped screens, and every single screen was displaying some sort of information. Mathematical equations, lists of equipment needed for experiments, and data collected from past experiments were just a few of the things being displayed.

A couple of the screens were playing old news footage of him and his team fighting bad guys. One lone screen that was attached to the wall across from Peter had been set to J.J Jameson's channel and the man was currently ranting about something that had annoyed him today. The TV had been muted, but it didn't take a rocket scientist to figure out that he was probably yelling about Spider-Man.

"So I see you are awake." A voice called out to him.

Peter wasn't at all surprised to see the Goblin come walking out of the darkness toward him.

'_I can't have just one normal day to relax can I?' _Peter thought as he stared at his kidnapper.

"What do you want?"

"What do I want? I just want to get my son back."

"I am not your son."

Goblin smirked before he said "Perhaps not right now, but you were when you were Carnage."

Peter couldn't help but cringe a bit at the memory of being Carnage. He could see everything, but he couldn't control his movements or even speak. It wasn't a pleasant experience to say the least.

"Harry put an end to your Carnage experiment." Peter said as he tried to free himself from his restraints.

Naturally the dang things wouldn't budge and he couldn't slip his limbs out of the restraints. Goblin just watched him as he struggled against his restraints and smiled.

"I admit that Harry's involvement was unexpected, but I like to think of it as a learning opportunity."

"Learning opportunity?"

"As Carnage you were almost perfect, but it became obvious that there were a few kinks to work out."

Peter could see that the Goblin was holding a very familiar syringe gun. Bouncing around in the glass tube that was attached to the gun was a familiar black substance, and Peter couldn't help but cringe upon seeing it.

"What exactly were these kinks that you needed to work out?" Peter asked.

He was asking partially because he needed to know what that stuff was going to do to him, and partially to keep Goblin talking. With any luck SHIELD had been alerted to the fact that he had been kidnapped and his team was coming to rescue him right now. Luckily, Goblin seemed to be in the mood for answering questions.

"The symbiote had too much control, and it was too attached to its former host. I need to make sure that this time the symbiote won't just jump to a new host."

Goblin glanced down at the syringe gun and smiled.

"I need a perfect fusion between you and the symbiote. The symbiote's strength and powers combined with your intelligence would make the perfect son."

Goblin looked back up at Peter and said "So this time you will be the one in control."

"If I'm the one in control there is no way that I would listen to you."

"I know you won't listen to me on your own so I'm going to have to make adjustments to make sure that you listen."

Peter could feel a shiver travel down his spine when he heard Goblin say "I will make sure that by the time I'm done with you you'll think you have always been Carnage. The person that you are now will be dead and my perfect son Carnage will be the only thing left."

"I think you have some messed up views when it comes to perfection." Peter said with a straight face, but on the inside he was freaking out.

Being told that you would cease to exist as the person that you are and that you would be turned into a monster tended to freak most people out. Of course the big question was how would Goblin go about doing that? Goblin wasn't coming right out and saying it, but it was pretty strongly implied that his memories would be erased. How would Goblin go about erasing his memories? By using the symbiote? A machine? Some sort of chemical concoction? Peter didn't know, and he wasn't really sure if he truly wanted to find out.

Peter was snapped out of his thoughts when he heard Goblin say "I think we have chatted long enough."

Without even a single warning Peter felt the Goblin jab a needle into his skin. After a few seconds had passed Peter could feel the Goblin pull the needle out before he stepped back to watch the show. It didn't take long for the symbiote to cover his whole body, and once the symbiote was covering his body the pain immediately started to kick in. The first time he had been transformed into Carnage the transformation had been painful, but this time the transformation was downright agonizing. It felt like something was trying to claw his skin off. Peter couldn't help but scream in pain. Eventually the pain became too much to take and the poor boy once again slipped back into unconsciousness….

* * *

"No, he isn't ready yet!"

Somebody was yelling…

"You think we care about that!?"

Scratch that, a lot of people were yelling and it was very annoying.

"Carnage belongs to me do you hear me!"

'_That's my name…' _Carnage thought. Why was somebody yelling about owning him?

"Peter doesn't belong to you!"

'_Peter?_' Carnage thought in confusion.

Who the hell was Peter? The name sounded familiar, and Carnage felt like he should know who that was. However, thinking about this Peter person just made his head hurt and the yelling certainly wasn't helping matters. Carnage hissed a little in annoyance before he slowly opened his eyes. The scene that he woke up to was positively chaotic. The room was absolutely trashed. Almost all of the TV screens that were attached to the walls had been smashed, and the floor was covered in shattered glass and electrical parts.

In the middle of all of this chaos were four costumed people trying to beat up some green monster. None of them had even realized that Carnage had woken up. Carnage just narrowed his eyes before he glanced down at the restraints that were keeping him pinned down his seat. They looked week enough that he could easily break the restraints. Without wasting any time Carnage quickly snapped his restraints and pulled himself out of the chair.

Unfortunately, his movements had attracted the attention of the five other people in the room. The four costumed people stared at him like he was some sort of alien, but the green monster just started to give Carnage a creepy grin. The woman in the white costume took a step toward him, but she stopped moving when Carnage knelt down to an attacking position and hissed at her.

"Peter…?" She called out softly.

Carnage couldn't help but cringe upon hearing that name. He wasn't Peter, but Carnage couldn't deny that the name sounded familiar. Carnage just shook his head and stared at the woman.

"I am not Peter." Carnage hissed out.

The four costume people seemed surprised to hear him speak and they even looked a little unsettled upon hearing his voice. However, the green monster looked like he had just heard his own child say his first word. Truthfully, Carnage was slightly bothered by the sound of his own voice. It sounded like two voices talking at once. It wasn't natural sounding by any stretch of the imagination, but even then Carnage couldn't understand why it bothered him at all.

It was his voice, and this is what he had always sounded like. Or at least Carnage was pretty sure that he had always sounded like that anyway. Carnage was all too aware of the fact that everyone was still staring at him so he quickly shook his confusion about his voice away and shouted out the one thing that he knew without a shadow of a doubt was true….

"I am not Peter! I am Carnage!"

* * *

**Info Time!**

**The Sensational Hornet: The Hornet was actually one of the secret identities that Peter took up in the 'Identity Crisis' storyline of the Spider-Man comic books. It's also one of the costumes that you can unlock in the Amazing Spider-Man 2 game. No real reason as to why it's here it's just here for fun.**

**Couples: Their may or may not be any couples in this. I'm sort of on the fence about having any couples. If it does happen I'm thinking of having Deadpool X Peter be one of the couples. Or maybe Peter X Ava. As I said before I haven't really figured out which couple I want yet if I do decide to have couples. **

**Carnage episode: So when I watched the Carnage episode I thought having Peter being Carnage was really interesting. However, I was really disappointed that it didn't last long at all. Granted I knew it wouldn't last forever, but I was hoping Peter would be Carnage longer or that we would at least get a two part episode. Either way that episode inspired me to write this fanfic.**

**Now I haven't watched all of the episodes of Ultimate Spider-Man yet so please bear with me if I get anything wrong or mixed up. **

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	2. Chapter 2: A runaway named Carnage

**I Am Carnage**

**Chapter 2**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

The four costumed people stared at Carnage upon hearing him shout his name. They looked like they could not believe what they just heard. However, on the other side of the coin the green monster looked positively delighted. They were two totally different reactions, but they both bothered Carnage more than they had any right to. What also bothered Carnage was the fact that the green monster had started to walk toward him. Carnage knelt closer to the ground and let out a warning hiss, but that didn't even bother the green creature. He only stopped moving when Carnage created some spike like tendrils and aimed them at the green creature.

While he didn't come out and say it Carnage was making it very clear to the man that if he stepped any closer he would stab him. To the man's credit he didn't even seem fazed by the threat of being stabbed. If anything he looked more like a proud papa who was growing prouder by the second.

"My son you are definitely living up to expectations so far."

"Son?" Carnage said in confusion.

There was no way this guy was his dad. Or at least Carnage was pretty dang sure that this guy wasn't his dad. To be honest Carnage's mind was a scrambled mess. The only real true memory that he had was waking up to this mess. However, he knew that he should remember more than that. He should have a lot of memories, but any attempt to try and drag some long forgotten memory out of the dark recess of his mind just caused his already aching head to hurt even worse. It was becoming obvious that he should know who the people in this room where, but he was coming up with no names to go with these faces.

Carnage placed a clawed hand on his head as he desperately tried to figure out who this green monster guy was. What was his name? Hobgoblin? Hammerhead? Tombstone? Carnage growled in frustration and without even thinking he used one of his tendrils to smash one of the still intact TVs that were attached to the wall. The simple act of smashing something helped to calm him somewhat, but his frustration was still there.

"Who are you?" Carnage asked.

The man frowned, but the frown disappeared within a matter of seconds. "I am the Goblin, and I am your creator."

"Like heck you are! You didn't make him!" The boy wearing a red and gold helmet shouted out.

"Quiet you! I wouldn't have to explain these things if you hadn't interrupted the procedure!"

"Oh, don't blame us for this!" The helmeted boy snapped.

They were slowly going back into the verbal fight that they had been having earlier, and this fact just made Carnage want to groan and ask what the hell was going on. Goblin just glared at the helmeted boy before he turned his attention back onto Carnage.

"I've had enough of this. Carnage rip them to shreds." Goblin ordered.

Carnage just glanced over at the four costumed people before he looked at Goblin and scowled. Creator or not Carnage wasn't going to follow the Goblin's orders. No one was going to order him around especially when he had no idea about what the heck was going on. Goblin didn't exactly take Carnage's refusal to listen well. Carnage could feel a buzzing in the back of his head, and Carnage felt the sudden need to get away from Goblin. However, before Carnage could step away Goblin placed both of his hands on Carnage's shoulders.

"Obey Symbion!"

Without so much as a warning Carnage suddenly felt jolts of electricity throughout his body. The pain was almost unbearable and Carnage let out a loud screech of pain. The second that the Goblin stopped hurting him with electricity Carnage mindlessly launched himself at Goblin and started clawing at any part of Goblin that Carnage could get his hands on. Goblin tried to fling him off, but Carnage just jammed his claws into the Goblin's shoulder and continued his attack. Blood was flying, Goblin was yelling, and a little sadistic voice in the back of Carnage's head was cheering him on.

**Hurt him! Kill him! Show everyone what happens when they dare to hurt us!**

The voice just egged him on, but just when Carnage was just about to try and stab Goblin with a spike he felt something slam into him. Carnage crashed into the wall, but the creature quickly recovered and turned to look at the costumed people. Due to the mask Carnage couldn't figure out what the woman in white was thinking, but if the worried frowns that the others had were anything to go by she probably had a worried look on her face too. The boy with the helmet had a hand raised up, and it didn't take a rocket scientist to figure out that he was probably the one who hit him. The voice in his head that had been howling for blood only a few minutes ago had fallen silent only to be replaced with a calm voice that was telling him to get the hell out of dodge.

_Get out of here. Run. You don't want to fight them. _

He probably didn't want to fight them. It was four against one which wasn't the best odds, and the fact that Carnage didn't really know how they fought didn't exactly help to improve his odds. The creature's eyes wondered all around the room in hopes of finding an escape route. Eventually his eyes fell upon a lone dirty window that was on the back wall above everyone's head. It was just big enough that Carnage could fit through it.

'_Here goes nothing.'_ Carnage thought.

Before anyone could even react Carnage quickly web slung his way up to the window and smashed his way through it. Upon reaching outside Carnage landed on the ground near the door of the warehouse that he had previously been in. The second his feet touched the floor a harsh light started shining down on him. Carnage squinted in the light and looked up only to see that the light was coming from a black helicopter. A quick glance around him showed that the building was surrounded by black cars and people in riot gear. The helicopter, cars, and riot gear all had one word printed on them.

SHIELD

Carnage could feel the warning bells going off in his head, and the fact that he had a bunch of guns aimed straight at him just helped to really hammer in the fact that these people were not here to say hello.

He was proven right when he heard a woman shout out "It's a symbiote! Take it down!"

Carnage jumped out of the way before they could fill him full of holes. Without wasting any time the creature quickly webbed swung his way over the agents head and started to web swing away from the scene. Carnage was dimly aware of the fact that he could hear another helicopter approaching the warehouse and he could hear people yelling, but he didn't pay attention to any of that. He just kept swinging away until the voices grew silent, the helicopters were far behind him, and the buzzing in his head finally went away. However, even once the buzzing in his head went away his mind was still racing. He didn't know who SHIELD was, but they were quick to try and kill him. That was enough for Carnage to decide right then and there that they were not to be trusted and that he should avoid them as much as possible….

* * *

"Carnage is back."

Ava's words were spoken so softly that Fury almost didn't hear them. Ava stood before him with the rest of her team, and to say that they looked like they were down in the dumps was putting it mildly. Sam looked like he was sucking on a lemon, Danny seemed to be completely lost in thought, Luke looked beyond worried, and Ava was nervously running her clawed hands through her hair as if to keep herself calm. They all looked like they had been unharmed, but it was obvious that they had all seen something that greatly upset them.

Fury looked away from the superheroes to briefly glance around the room. It definitely looked like a battle had taken place here. A few of the TV screens that had been hooked onto the wall had been smashed and Fury could see claw marks here and there on the floor and walls. However, the most notable thing in the destroyed lab was the large amount of blood that now covered the lab floor. The blood obviously didn't come from the teenage superheroes, and Fury was pretty sure he knew where the blood came from.

"Where is the Goblin?"

"He escaped when we tried to stop Carnage from escaping." Luke said.

"More like tried to stop the SHIELD agents from filling him full of lead." Sam grumbled.

Fury said nothing to this he just glanced back at the puddle of blood that was on the floor. Fury's copter had arrived on the scene when Carnage was nothing but a small speck on the horizon. He ordered a few of his agents to go after him, but truthfully the man doubted that they would catch up to boy.

"Was the symbiote in control?"

Danny just shook his head before he said "No Peter seemed to be in control, but he didn't seem to have any memories."

"He didn't recognize anyone, but when Goblin ordered him to attack us he didn't do it." Luke said. "Goblin electrocuted him for not listening."

"Then he just snapped and lashed out at the Goblin. The only reason he stopped was because of Nova." Ava said.

"Do you think he would have killed him?" Furry asked.

The teenage superheroes looked like they didn't know how to answer that, but eventually Ava slowly nodded.

"I think he might of if we let him. He was in a blind rage when he attacked Goblin."

Not exactly what Furry wanted to hear, but the fact that he refused to blindly attack people he didn't know was good. Still the fact that he so violently lashed out at out someone upon being attacked was concerning. There was nothing stopping him from doing it again, and he was currently running free around the city. This time Carnage hadn't killed anyone, but if an idiot with a weapon decided to try and attack him there was a very real chance that Carnage would just kill them. That wasn't good. That wasn't good at all.

Fury could feel a headache coming on, but he rested the urge to rub his head and groan.

"Do you have anything else to report?"

"Carnage can speak this time." Ava said.

"Yeah, and he sounds like something that came right out of a horror movie." Sam said.

That was a little surprising. Last time Peter had been turned into Carnage all he could do was screech and growl.

"Do you think we could talk to him?"

Danny nodded before he said "I think we could, but who knows if he would trust us. A bunch of SHEILD agents tried to shoot him after all."

Furry was about to respond to that, but he fell silent when he heard someone call out to him.

"Sir?"

Furry turned to see one of his agents had approached him.

"Agent Ryan what do you have to report?"

"We have collected all of the data that we could get on Goblin's Project Carnage. However, a lot of the data has been erased from Goblin's computers so most of the information is incomplete."

"Can the data be recovered?"

Agent Ryan just shrugged before he said "We won't know till we try, but I wouldn't get our hopes up. Hopefully, the few tests that we ran on the Venom symbiote will help us figure this mess out."

Furry just nodded before he dismissed the agent. Once the agent was gone Fury looked back over at what was left of Spider-Man's team.

"Team I have a mission for you. I need you to bring Carnage in."

"How?" Sam asked.

"Talk him into coming with you if you can, but if you can't do that then bring him down with force."

The teenage superheroes didn't look to enthusiastic about fighting their friend. Not that Fury could really blame them.

The man just sighed before he said "The sooner we catch him the sooner we can get back our friendly neighborhood Spider-Man."

"We will be able to get Peter back, right?" Ava asked.

"I promise you that SHIELD will do everything in its power to help free Parker from the Carnage symbiote."

Those words seemed to help put the team of superheroes at ease. With nothing more to say Fury turned and started to make his way back to his helicopter. As he walked to the helicopter Fury could do nothing more but hope that they would be able to find Peter before he caused any serious damage…..

* * *

**So that's chapter 2. I'll try and get the next chapter out as soon as possible so please review and don't flame. **


	3. Ch 3: Rainy Day Thoughts

**I Am Carnage**

**Chapter 3**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

Carnage wasn't sure how long he spent running away from the SHEILD group, but he did know that when he finally stopped running it was late into the night. Carnage stopped to rest on top of a billboard that was attached to a rather large tower. Across from him was yet another building that had a humongous TV screen attached to it. Carnage only paid attention to the TV long enough to figure out that it had been set onto a news station of some sort. The woman on the screen was babbling about the weather, but after mentioning that it was going to rain for the rest of the week Carnage started to tune her out.

The creature turned away from the TV and instead looked over at a nearby window. He could see his reflection in the clean glass, and for the first time ever Carnage was able to see what he looked like. To put it plainly he looked like a monster. His body was red with black lined patterns decorating his skin. His hands were better described as claws, and upon opening his mouth Carnage got a good look at his razor sharp teeth. He had large white eyes that were rather simple yet strangely expressive all at the same time.

Carnage frowned a bit at his image before he placed a clawed hand on the window. Those SHEILD agents had called him a symbiote so Carnage guessed that was what he was. Carnage couldn't help but weakly smile upon thinking of what the SHEILD agents had called him.

'_I might not have much in the way of memories, but at least I know what I am.'_ He thought.

It wasn't much, but just knowing something about himself was worth smiling over.

"Breaking News!"

Carnage almost fell off of his perch on the billboard upon hearing those words shouted out. Thoughts about himself completely disappeared from Carnage's mind as he quickly turned to look back at the giant TV screen. The brunet weather lady was no longer on the screen and instead there was an older man with a mustache.

"Citizens of New York City a teenager has just been kidnaped by the villain Goblin!" The man shouted out. "One brave soul was able to capture the kidnapping on video!"

The image on the screen was quickly switched to the mentioned video. The video was a little shaky, but Carnage could clearly see the Goblin grab a brunet kid and slam him into the ground. The pretty young red haired girl that had been walking with the boy look horrified, and the auburn haired boy was yelling at Goblin. However, the video itself had been muted so Carnage couldn't hear what the auburn haired boy was saying. As Goblin electrocuted the kid and then ran off with him the news man continued to talk over the footage.

"The boy's name is Peter Parker, and if you have any information about the boy's whereabouts or Goblin's whereabouts please contact the local authorities."

The scene quickly cut back to the man only this time the picture of the kidnapped kid had also been placed onto the screen. As the man rambled on about Goblin's last known location and how it was everyone's duty to try and help get the kid back home Carnage just examined the picture of the boy.

'_I wonder if this is the same Peter that those strange people were talking about.' _Carnage thought.

The boy was a nice enough looking boy. He had dark chocolate brown hair, and bright sky blue eyes. In other words he looked nothing like Carnage.

"Why would he? He's a human, and I'm a symbiote." Carnage grumbled to himself.

Still he had to wonder why those costumed people had called him Peter. Either they were blind or they were crazy. Personally, Carnage was leaning toward crazy. Carnage also had to wonder what had happened to Peter, but considering the fact that it was Goblin who took him Carnage figured it was safe to assume that nothing good happened to him. Carnage didn't know much about Goblin, but he did know that the guy liked to shock people a little bit too much. Carnage just shook his head and turned his attention back to the TV screen. The man had stopped talking about Peter, and now he was just ranting.

"Speaking of villains why didn't Spider-Man save Peter Parker if he's such a hero? This just proves that Spider-Man isn't a hero! Spider-Man is a menace!"

Carnage just listened as the guy went on and on about this Spider-Man person. It was almost comical how worked up this guy was getting over Spider-Man.

'_He really doesn't like this Spider-Man guy does he?' _

It was sort of an obvious thought, but Carnage couldn't help but think it was funny that this guy was getting so worked up over someone. Of course the Spider-Man guy would probably disagree. Carnage would have been perfectly content to just sit there and listen to the guy continue to rant and rave over someone he probably didn't know, but the weather had other plans. Without so much as a single warning it started to rain. It was a light drizzle at best, but it probably wasn't a good idea to stay out in this weather.

Carnage sighed before he shot a web line at a nearby building and started to web swing off in search of a shelter of some sort that could protect him from the rain. He wasn't particularly picky about where he stayed. His only real requirement was that he didn't want anyone to be in the building that he ended up staying in. However, finding a place like that was easier said than done. The city was huge, and most of the buildings were occupied of stores that had closed up for the night. Even the most rundown buildings had a few people living in them.

Carnage kept swinging around the city in hopes of finding someplace to stay, but as time passed the rain started falling harder and Carnage's hope of finding a place to stay starts to diminish. Luckily, just when Carnage was convinced that he was going to have to spend the night in the pouring rain he finally stumbled upon an old building. Truthfully, it was more of a burnt out shell of a building but shelter was shelter and Carnage was willing to take anything as long as it got him out of the rain. The old brick sign that had been placed outside of the building says that the place used to be called St. Estes Home for Boys.

Honestly, the large brick building looks more like a prison then a home for children. A few of the windows have bars over them, and the large brick building looks downright unwelcoming. Still, Carnage knows better than to complain. He was lucky to have even found the place. There was a hole in the roof that Carnage used to get inside the building. The inside of the building was a bit more welcoming then the inside, but that wasn't saying much. The white walls had scorch marks on them, the ceiling had holes in various places, and the broken pieces of furniture littered the floor. Half of the building was so badly damaged that Carnage didn't dare explore it.

Although, if the few signs that were stuck to the wall were anything to go by the badly damaged part of the building seemed to have been the area were the bedrooms were located. The thought of children being their during a fire sends a chill down Carnage's spine, and the white eyed creature quickly shoved those thoughts away before he could think any more about the fate of the former residents. Carnage looked around the area of the building that hadn't been as badly damaged for a room that he can sleep in.

After some searching he finally found a room that didn't have any water dripping into it. It was a large room, and it had probably been an office once back in the building's heyday. Carnage made a sort of web hammock before he carefully climbed into the hammock and curled up into a tight ball. The room was quite chilly and Carnage was seriously wishing he had a pillow and some blankets. However, Carnage was too tired to go back out and try to find some blankets, and he was in no mood to go back out into the pouring rain. Instead, the creature just closed his eyes and fell into an uneasy sleep….

* * *

"It's raining really hard out there now."

The comment was said almost mindlessly by Luke as he stared out of one of the few windows that were on the helicarrier. Danny didn't even bother to look away from the television when he heard Luke say this.

Instead he just said "The weather lady said it's supposed to rain all week."

"You think Peter's alright out there in the rain?" Ava asked.

"Peter's a smart guy he could probably find some shelter for the night." Luke said in an attempt to reassure her.

"Yeah, but he's Carnage right now. Carnage was smart enough to talk, but would he be smart enough to be able to care for himself?" Sam asked. "I mean he was still hissing like a snake sometimes, and when he ripped Goblin a new one he was downright feral."

Danny couldn't help but frown at that. Watching Carnage tear into Goblin like a wild animal had not been pleasant. Danny almost had to wonder what would have happened if Sam hadn't intervened, but Danny cut that thought off before he could imagine the damage. Ava was probably right when she told Fury that Peter probably would have killed Goblin if given the chance. Danny cringed a bit at the thought of Peter actually killing someone.

Ava just frowned from her spot next to Danny and said quietly "I know what it's like to lose control like that."

It didn't take a rocket scientist to figure out that Ava was talking about the White Tiger Amulet. Danny wasn't sure how similar Ava thought Peter's situation with the symbiote was to the amulet, but both the amulet and the symbiote caused some drastic changes in its owners. Granted Ava was able to keep herself in check when it came to the amulet, and while Kraven's appearance in town had caused her to lose some control she was able to stop herself from letting go of her control and getting revenge thanks to a little help from Peter.

However, with Carnage there was a lot of guess work as to what the heck was going on. As far as Peter was concerned he was Carnage, and maybe he wasn't wrong when he said that. He hadn't been in control at all the first time he had been turned into Carnage, but this time he seemed to be in control of his actions for the most part. However, it was obvious that the symbiote was affecting Peter in some way. Peter would never try to kill someone even if they were a bad guy. This time though he had no issue with drawing blood.

Danny didn't know if the symbiote just made Peter more violent, the symbiote was making him more feral and therefore he lashed out like a wild animal in order to protect himself, or if it was a combination of things. Truthfully, he could probably spend all night coming up with theories as to what was going on with Peter right now. Danny was slowly becoming lost in his thoughts about Peter and the symbiote, but he was still aware enough to realize that an awkward silence had fallen over everyone.

Sam looked like he was trying to figure out what he should say to Ava and failing miserably at coming up with anything. Luke seemed to be lost in thought and Danny couldn't help but wonder if he was thinking about what the symbiote was doing to Peter too. Ava's expression was unreadable, but Danny knew that her mind was in turmoil.

"I'm going to bed." Ava said rather suddenly.

The brown haired girl got up from her seat and left the room while her teammates watched her go. Once she was gone Sam sighed and flopped down in the now empty space on the couch.

"I didn't mean to make her upset." Sam murmured.

"I don't think it's your fault. She's got a lot on her mind right now." Luke said.

"I think we all have a lot on our minds." Danny said.

The boys said nothing to this, but to be honest Danny really wasn't expecting a response. The room was quiet with the only sounds coming from the TV. J. Jonah Jameson had just appeared on the screen, and even with the TV turned down to low volume his yelling was still way to loud. He had started talking about Peter's kidnapping rather seriously, but eventually he started raving about how Spider-Man was a menace because he didn't save Peter. Of course that would be sort of hard to do considering the fact that it was Spider-Man who was kidnapped. If the situation wasn't so serious Danny would have laughed about the fact Jameson was complaining that Spider-Man couldn't come and rescue himself.

"You think SHIELD told Aunt May that Peter was kidnapped?" Sam asked.

"Well, if they didn't tell her she probably knows about it by now." Luke said. She probably did know about it now. Peter's kidnapping was probably a major story on all the news channels right now. Super villains do a lot of horrible things, but it wasn't every day that they went out and kidnapped one specific high school kid.

"Poor Aunt May…" Sam mumbled.

"You should feel bad for MJ and Harry too. They watched Peter get taken away." Luke said.

Danny would have forgotten all about them if he hadn't seen the kidnapping clip on the news channel. They had looked positively horrified when they saw Goblin take Peter, and while the clip had been muted Danny had seen them screaming Peter's name clear as day. Danny couldn't even begin to imagine what was going through Harry's head right now.

"Well, it will be fine. We'll find Peter, bring him to SHIELD, and SHIELD help get Peter back to normal." Sam said. "We'll probably have him home by tomorrow."

"Yeah, you are probably right." Luke said.

Danny couldn't bring himself to be as positive about this whole as his friends. As much as he wished that it would be that easy to bring Peter back home he was pretty sure it wouldn't be that simple. The phrase 'things get worse before they get better' had been floating around in his mind on and off for a while now, and he was pretty sure that the phrase could be applied to this situation. However, he didn't want to destroy the fragile hope that Sam and Luke had that they would actually be able to get Peter home tomorrow. Instead he just kept his mouth shut and hoped that Sam would be proven correct when he said that they would have Peter back tomorrow….

* * *

**Info Time!**

**St. Estes Home for Boys: St. Estes Home for Boys was an orphanage that Cletus Kasady (the person who's usually Carnage) was sent to when he became an orphan. Take a guess as to who burned the place down. **

**As for the bars on the window thing in an audio dairy made by Carnage in the Amazing Spider-Man 2 game he mentioned that the windows had bars on them to 'keep people like him in'. **

**Anyway, that's chapter 3. I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	4. Ch 4: To save a damsel in distress

**I Am Carnage**

**Ch.4**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

When Carnage awakens he isn't at all surprised to see that it is still raining outside. It wasn't raining as hard as it had been last night, but Carnage had no desire to go back out into the pouring rain. Unfortunately, his stomach had other plans. After listening to his stomach grumble in hunger for about three minutes the red and black creature let out a loud sigh before he rolled out of his web hammock.

He landed on the ground gracefully and slowly crawled over to the windows. Carnage was able to get the windows open, but the second he got the windows open a thought popped into his head. Where the heck was he supposed to get food from anyway? Carnage felt like groaning and stumbling back to his web hammock. He was way too tired to deal with all of this. However, tired or not he still needed to get food.

'_I'll figure something out._' Carnage thought as he web swung his way out of the window and over to a nearby building.

Eventually Carnage was able to park himself on top of a roof of a sandwich shop, and it turned out that using his web line was a really good way to snatch people's takeout bags. Granted, the guy who he stole a turkey sub from probably didn't appreciate his ability to grab bags with webs, but Carnage couldn't bring himself to care a whole lot. Instead he just hastily ate his sandwich and tried to finish it off before the rain made the bread completely soggy. He was able to finish half the sub before he heard someone call out a name from behind him.

"Peter?"

Carnage couldn't help but scowl upon hearing the name and when he turned around he wasn't all that surprised to see the four costumed people from yesterday. Granted, they were preferable to the Goblin but that didn't make their insistence to call him Peter any less annoying.

"Dude, where did you get the sub from?" The helmeted boy asked when he noticed that Carnage was holding his sandwich.

Carnage almost blurted out that he stole it, but he clamped his mouth shut when he realized that they might not exactly like that answer. Truthfully, Carnage did feel a little bad about stealing some guy's lunch but he had to eat. If Carnage had to steal to survive then so be it. He wasn't going to just sit around and starve to death. With that thought in mind Carnage quickly shoved what was left of his sandwich back into the plastic bag that it had come from before he quickly tied the bag close.

Carnage was pretty dang sure that these people wouldn't let him finish his food in peace, and he wanted to bring what was left back with him to his makeshift home. They looked amazed that he could even tie the bag up and that just served to annoy him. Once the sub was safely put away Carnage finally asked the first question that came to mind.

"Who are you?"

They didn't seem overly happy about the question, and they looked like they were unsure of how to answer it. Carnage clicked his claws down on the cement floor and frowned. The fact that they were taking so long to answer his question was making him a little nervous. However, just when Carnage was about to take his bag and go the woman in white finally started speaking.

"I'm White Tiger."

"I'm Power Man." The boy with the sunglasses said.

"Nova." The boy with the helmet said in a clipped tone.

"I am Iron Fist." The boy in the green and yellow costume said softly.

Carnage was unsure of what he should say now that introductions were out of the way.

Luckily, White Tiger save him the trouble of coming up with something to say by saying "We want to help you."

"Help me with what?" Carnage asked slowly.

"We want to help turn you back to normal." Nova said before White Tiger could even utter a word.

"I am normal!" Carnage shouted.

"You aren't normal! You're…." Nova shouted out only to fall silent before he finished his sentence.

That was fine since Carnage could probably fill in the blank all on his own.

"I'm a monster right?"

The way Nova looked like he just got sucker punched upon hearing Carnage's words made the creature think that he hit the nail on the head.

"I'm fine the way I am. I don't need help." Carnage said.

He didn't feel like there was anything physically wrong with him. He didn't feel like he looked wrong or that there was anything off about him. He was comfortable the way he was. Maybe he shouldn't be comfortable with being some clawed sharp toothed monstrosity, but he was. The four costumed people didn't seem as thrilled at the fact that Carnage was fine with being a symbiote. Although Carnage was slowly starting to figure out that he might not care that much about their opinions about him.

Still, he couldn't help but notice the surprised sad looks on their faces. It was like they had just been told by a friend that he didn't want them around anymore. Thinking that they looked like a friend just told them to get lost was probably strange, but it was the first thing that popped into his mind. The looks that they were giving him were uncomfortable, and Carnage couldn't help but fidget a little. They all tensed up a little when they saw Carnage move almost as if they were expecting him to either attack them or run off, but they relaxed ever so slightly when Carnage stopped his movements.

White Tiger just stared at him for a couple of seconds before she said "We just want our friend back."

"Then go back to that lab and look for him!" Carnage snapped.

White Tiger jerked back like she had been smacked in the face, but Carnage didn't care. An animalistic snarl escaped from Carnage before he could stop himself.

"How many times do I have to tell you that I'm not Peter!" Carnage hissed out.

His claws scraped against the ground as he yelled out "Peter is a blue eyed brown haired human! I'm a symbiote!"

Carnage stood up and glared at the four humans that stood before him.

"I know Goblin kidnapped him. If he's not in that lab then Goblin probably hid him somewhere else."

A tiny voice in the back of his head suggested that the guy might be dead, but Carnage didn't voice that out loud. He was mad, but he wasn't heartless. Being told that a friend that you obviously care about has gone off to the great beyond would hurt, and Carnage wasn't quite mad enough to go shouting that suggestion out loud.

However, if these humans kept pushing him Carnage would toss the 'he's dead' theory onto the table without a second thought. Honestly, this whole situation just made Carnage want to punch someone just so that he could blow off some steam. Power Man looked like he wanted to argue with Carnage, but the creature quickly put a hand up to silence him.

"The sooner you guys let go of your delusions the happier you'll be." Carnage said.

Before they could even say another word Carnage web swung himself off of the roof and tried to put as much distance as he possibly could between himself and the four costumed humans. He could hear them shouting out at him, and Carnage was pretty sure they were trying to follow him. However, Carnage was having none of it. He was a master at web swinging, and if his escape from Goblin's lab was anything to go by then he could add escape artist to the list of things that he was good at.

It took a while, but Carnage did escape from them. However, it was only when he was halfway across the city did Carnage realize that he had left his sub behind on the rooftop. What with the cold rainy day, dealing with those weird costumed people, and having lost his food Carnage was pretty sure that he could safely say that today was the worst day ever…..

* * *

Five hours later and the rain still showed no signs of stopping. Carnage's agitation also showed no signs of going away. The white eyed creature was mindlessly drifting around the city with no clear destination in mind. He had hoped that swinging around the city would calm him down, but that wasn't happening. He needed to release his pent up frustration before he blew his top.

Luckily, he ended up stumbling over something that would help him to release some of his anger. He had stumbled upon the scene by accident. He had been swinging from one rooftop to the other when he heard someone yelling in an alleyway. When he went to investigate he saw a man with a knife mugging a woman. The man was blocking the only way out of the alleyway, and he was holding the knife dangerously close to the woman's neck. Although, it looked like the man had already hurt the woman. A long cut decorated her left arm, and while Carnage couldn't get a good look at it from his spot on the roof he could tell that it was bad. A small cut was also on her leg, but it wasn't as bad as the one on her arm.

Her wide brown eyes were filled with fear and she was shivering horribly. Carnage could just barely hear the man demand that the girl should hand over all her valuables. Watching this man rob and hurt the poor girl made Carnage's blood boil. He wanted to launch himself at the man and tear him a new one. However, he didn't want the girl to get hurt so launching himself down at the man when he was holding a knife up to the woman's throat probably wasn't a good idea. Instead, Carnage slowly crawled down the wall and into the ally.

Once he was in the ally he quietly suck up behind the man. The man never noticed him, but the woman did. When she saw Carnage standing right behind the man her eyes widened a little as she let out a small whimper of fear. Upon noticing that the girl was no longer looking at him the man turned to see what she was staring at. When he turned he moved the knife away from the girl's neck and Carnage took that moment to finally strike. He grabbed a hold of the man's wrist and quickly slammed him into the wall. The man dropped his knife in shock and the girl just held her injured arm to her chest and huddled up in the corner of the dead-end.

"What are you?!" The man yelled out in fear.

"Carnage." Carnage said as he grinned.

The man shuttered upon seeing Carnage's fangs, and some part deep inside of him purred in pleasure upon seeing the man's fear.

"Don't hurt me." The man cried.

Carnage snarled upon hearing that and the man let out a loud cry of fear. This mugger hurt a girl rather badly and now he had the nerve to ask Carnage to not hurt him. One part of Carnage wanted to kill the man who had no problems with fatally injuring an innocent person just for their belongings while the other part of him had no desire to send the man off to an early grave. Two voices were yelling in his head about what he should do with the idiotic mugger.

**Kill him!**

_Don't kill him!_

**Kill him!**

_Don't kill him!_

Round and round it went with both voices screeching in his head while the rain fell and the woman sobbed from her spot nearby. The man just stared at him with wide blue eyes, and Carnage just stared right back at him. Eventually the calm voice of reason said something that helped it win Carnage's internal argument.

_If you kill him you will be consumed by guilt._

Carnage couldn't help but frown at that thought. He was so angry that he hadn't even thought of how he would feel after he killed the guy. He might not be as bothered by the idea now, but later on he would definitely feel guilty. He probably wouldn't be able to handle having a dead man's blood on his hands. Still, Carnage felt the need to dish out some pain to the man. If nothing else punching the guy would definitely help to work out some of his pent up anger.

Carnage could feel the man struggling to get out of his strong grip, but Carnage's grip was too strong and he had no intention of letting him go. Carnage just squeezed his wrist and the bones in the man's wrist snapped like a fragile twig. The man let out a loud yelp of pain, and the small part of him that been arguing for the man's death squirmed in pleasure. Carnage may not be able to bring himself to kill someone, but the more bloodthirsty part of him seemed satisfied enough with just hurting the guy. Carnage quickly webbed the guy to the wall before he took a step back and admired his work.

The man was shivering violently now and Carnage couldn't help but reach out and run a clawed hand down his arm. He nicked the man with his claws, but the cuts were so small that it looked more like he got scratched by a kitten. It would heal quickly and it wouldn't leave a mark. However, the guy acted like Carnage had just ripped a hole into his arm. Carnage almost felt like laughing. The guy had no problem with causing other people pain, but when it came to receiving pain he was a baby.

Carnage smirked before he leaned forward and whispered "Be happy that I didn't hurt you as much as you hurt the girl. I could have done much worse, and if you try to hurt someone again I promise you I'll find you and do much worse."

The terrified look that he received was priceless, and after webbing the man's mouth close Carnage made his way over to the girl. The girl whimpered a little when he approached, and that made Carnage frown a little. He got a kick out of scaring the living daylights out of the mugger, but scaring an innocent person just made him feel bad. He carefully knelt down so that he was at eye level with the girl all while making sure that he had enough distance between the two of them so that the girl wouldn't start freaking out more then she already was.

Her clothes were stained with blood and her wide brown eyes were filled with fear. Carnage was actually a little impressed that she hadn't passed out from blood loss yet. He needed to wrap up the wound so that she would be alright until help arrived. Unfortunately, he didn't exactly carry bandages around with him so he didn't know what he could do to bandage up her arm. Carnage thought about what he could do for a few seconds when suddenly an idea hit him.

Why not use his webs? His webs were strong enough to hold a guy to a wall, it was comfortable enough to make into a web hammock, and it was sticky enough that it could stick to her skin yet if done gently it could be removed without irritating her wound. It was certainly worth a shot anyway, and he would rather try it then let the girl bleed to death.

"Hey, you need to let me bandage your wounds." Carnage said softly to her.

The girl's eyes widened even more upon hearing him say that and if the grimace was anything to go by Carnage could tell that the girl would rather cut her arm off then let Carnage touch her.

"H-how can you bandage my arm, a-and why do you want to help me?" The girl stuttered out.

"I can use my web as a makeshift bandage, and I'm helping you because it's the right thing to do." Carnage explained. "Besides you didn't deserve to be attacked by anyone much less the knife happy idiot stuck to the wall."

The girl just stared at Carnage as if she were trying to stare into his soul and see if he was really telling the truth. Carnage couldn't really do anything but hope the girl would trust him enough to wrap up her wound. Carnage couldn't help but mentally curse about his monstrous appearance. He was comfortable with his appearance and scaring the heck out of muggers was fun, but he knew that if he looked like a human and not a monster then it would be a little easier for the girl to trust him.

Luckily, the girl either wanted to give him the benefit of the doubt or she was really desperate because after staring at him for what felt like forever she finally held her arm out to him. Carnage gently took a hold of her arm and started wrapping it up with his makeshift web bandages. She flinched a little when Carnage touched her, but Carnage ignored that and focused on wrapping up her injury.

"It's not too tight is it?" Carnage asked.

"N-no, it's not too tight."

Carnage said nothing to this he just finished up is job of wrapping up her wound before he let go of her arm. The second he let go of the girl's arm she quickly pulled it away and studied the web bandage. She looked sort of mystified by the web bandage which was honestly better than having her stare at him in fear. Carnage examined the wound on her leg from his spot in front of her, but it wasn't nearly as bad as her arm had been so he figured she would be fine until help arrived.

"Do you have some way to call for help?"

The girl snapped her eyes up from her arm and looked at Carnage for a few seconds before she slowly nodded.

"My phone is in m-my purse."

The girl's brown purse was lying on the ground near his feat. Carnage grabbed the purse and started to dig through it for her cellphone. As he dug through the bag he couldn't help but wonder why the mugger didn't just take the purse and leave, but the girl was wearing some rather nice jewelry so Carnage figured the guy wanted to take her bag and her jewelry which is probably why he didn't just run off once she dropped the bag. The idea that the man might actually like to cause innocent people pain briefly popped into his mind to, but he quickly shoved that thought away before he could dwell on it.

Upon finding her phone Carnage placed the bag down next to him and held the small device out to her. She slowly took the phone away from him and started dialing 911. As she made the call Carnage started to think now was a good time to leave. However, before he could web swing himself away the girl got off the phone and stared at him with her large doe brown eyes.

"C-can you stay h-here with me until t-the police get here?" She stuttered out.

She was eyeing the mugger warily and Carnage was dimly aware of the fact that she wasn't comfortable with being alone with him. She was nowhere near being comfortable around him either, but when it came to being alone with the mugger or being there with him she would much rather chose the latter. Well, he did take the guy down and the fact that he bandaged her up probably helped to win him some brownie points with her.

"I can stay until the cops come." Carnage said.

She relaxed just a bit upon hearing his words, but she still looked like she was on edge. Carnage didn't dare go near her. He just stayed in his crouched position in front of her. The rain was pounding down on them now and Carnage could feel the cold chill grip his body, but he didn't dare move. Eventually after some time had passed by they could finally hear the police sirens approaching.

"I guess that's my cue to leave." Carnage said as he stood up.

"Wait a moment." The girl said suddenly.

Carnage glanced at her and was surprised to see that she was giving him a small hesitant smile.

"Thank you for helping me."

Carnage stared at her in surprise for a few seconds before he slowly nodded and web swung his way out of the ally. As he web sung his way home he couldn't help but feel a little giddy about the fact that the woman had actually thanked him. Granted, she had still been nervous around him but the fact that she had been able to work up the nerve to thank him was amazing.

It was almost embarrassing to admit it, but he felt happy to have been able to help and being thanked just made him feel all warm and fuzzy. That happy bubbly feeling stayed with him for the rest of the trip back to his shelter, and as Carnage made his way home he decided right then and there that saving people from muggers would make for a nice hobby….

* * *

**Ladies and gentlemen Carnage has had his first official taste of being a (sort of violent) hero, and he likes what he's feeling. Anyway, info time!**

**Web Bandages: So in the Amazing Spider-Man 2 game when Spider-Man gets injured you can heal yourself. When you heal Spider-Man he just patches himself up by wrapping his injury (well his arm anyway) with his webs. I liked the idea of using webs as makeshift bandages so I used it here. **

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	5. Chapter 5: Cat Burglar

**I Am Carnage**

**Ch.5**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

Ever since that day when he saved a girl from a mugger Carnage had made it his mission to save as many people as he possibly could from muggers. Well, he called it his mission but it was more like a hobby. It was like a game really. He would wake up every day with one thought in mind.

'_How many muggers can I take down today?'_

Right now the highest number of muggers that he was able to take down in one day was fourteen. He was rather proud of this record, but he knew he could do better. Still, other than being a reminder that he beat down fourteen muggers it was also a reminder that he saved fourteen people in one day. Beating up muggers was fun and it pleased the more violent part of himself, but the joy he felt upon saving someone was something else altogether.

Granted, most of the people that he saved never thanked him. They usually ran away while he was dealing with the crook or they screamed in terror until he left. Still every once in a while a man or woman that he saved would work up the nerve to smile at him and thank him. It was those shy smiles and nervous thanks that made Carnage feel like he was over the moon. He still felt happy when he was able to get an innocent person out of danger, but being thanked was the icing on the cake for him. It was thanks to Carnage's love of saving people and punching muggers in the face that Carnage found himself wondering through the many alleyways that made up New York City most nights.

Tonight was no exception. It's not like he had anything else to do other than eat or sleep. He wasn't tired and he had stolen a hot dog from a street vendor about an hour ago so he wasn't hungry. Beating up bad guys was a good way to pass the time, and Carnage was determined to beat his personal record tonight. He was doing pretty well today too. He had already defeated thirteen crooks today, and he just needed two more to beat his record. He found mugger number fourteen easily enough. The guy was mugging some poor man in a suit with a gun. He hated muggers with guns. They were always more cocky then the ones with knives or brass knuckles.

Still they were easily dealt with. Carnage was able to rip the gun out of the man's hands with a web line and once he had the gun in hand he started to smirk. Both the mugger and the victim turned to look at Carnage the second that he took the gun away and upon seeing the grinning creature their eyes went wide. Carnage just continued to grin as he dropped the gun and quickly webbed it to the ground. There would be no getting the weapon back now. The mugger released the grip that he had on his victim's suit jacket and the poor man took that very moment to shove the mugger away and race out of the alleyway.

The whole time he was running he was yelling about muggers and a monster, but Carnage wasn't really paying attention to what he was saying. His gaze rested on the crook and nothing was going to make Carnage look away from his pray. The man was shivering in fear which made Carnage's smile a bit bigger. He looked like he was too afraid to look away from the white eyed beast, but the second Carnage took a step towards him he quickly turned around and tried to run away.

"Pathetic." Carnage said as he sent a web line out toward the man.

The web attached itself to the man's back and once it was attached Carnage reeled him in and slammed him into the wall.

"You're all brave and tough when you have a weapon and you're attacking an innocent person, but take the weapon away and you act like a scared child."

Carnage leaned forward toward the man while the man just trembled and tried to shrink away from the creature.

"Really, hasn't your mother told you that it isn't nice to point guns at people?"

A whimper was the only answer that he got. Carnage webbed the man to the wall and stepped back to admire his handiwork.

The man was staring at him with wide green eyes and he took a deep breath before he stuttered out "W-who are you?"

"I am Carnage."

The man's eyes widened even more and as he struggled against his bonds he was also pressing himself father into the wall.

"No way! You're not real! You can't be real!"

If Carnage had eyebrows he would have been raising one in confusion. Instead he just titled his head slightly to the side and blinked a few times in confusion. He had to admit he hadn't heard anyone say that about him before. He recovered from his confusion quickly enough and ran a clawed finger down the man's face. He applied enough pressure to leave a cut, but not enough to cause any serious damage.

"Trust me I am very real." Carnage whispered into the man's ear.

The sudden scream of terror wasn't completely unexpected, but Carnage couldn't help but flinch a little at the noise. The guy could probably burst Carnage's eardrums if he let him. Carnage quickly stumbled away from the man before he webbed his mouth shut. The sudden silence was a thing of beauty and Carnage let out a small sigh of relief, but he quickly tensed up when he heard someone sigh from somewhere above him. He quickly snapped his eyes up toward the rooftops only to see that he was most definitely not alone.

Sitting there on the ledge of the building that Carnage had webbed the man to was a woman. She had long snow white hair that went down to the middle of her back. She was wearing a black domino mask, but even with the mask on Carnage could see the bright jade green eyes staring down at him in curiosity. She was wearing a rather skintight black outfit with white fur decorating certain parts of the outfit. She even had on a black collar on to complete the outfit. She smiled down at Carnage and finally decided to break the silence that had fallen upon them.

"Thank you for shutting that man up. His screaming was so loud I think he could have shattered glass."

Carnage didn't respond to this mostly because he wasn't sure about what he should say. When it came to masked people Carnage never had great interactions with them. However, this girl hadn't started to conversation by calling him Peter which was something to be thankful for. Also, the little buzzing in the back of his head that would go off whenever he was in danger wasn't going off. No bells were ringing. Nothing was buzzing in his skull, and no voice was yelling out 'danger Will Robinson' in his head.

For now anyway he was safe, and it seemed this girl had no bad intentions. Her smile was genuine and there was no hint of fear, hate, or mocking on her face. It was a little refreshing really. Carnage was dimly aware that he had been quite for quite some time, but the woman didn't seem bothered by Carnage's silence.

She just continued to smile as she said "As loud and annoying as he may be I can't say I'm surprised that he's so shocked about seeing you. I am also surprised to see that you actually exist."

'_She's talking about me like I'm some sort of merman or chupacabra.'_ Carnage thought.

A little voice in the back of his head murmured that he was probably more like a chupacabra then a merman but Carnage ignored that thought and instead focused all of his attention on the white haired woman.

"Why are you talking about me like I'm some sort of mythical creature?" Carnage asked. "Who are you anyway?"

The girl just laughed, but the laughter wasn't mocking in anyway. It was highly amused sounding almost like she had just heard a good joke from a friend.

"I'm talking about you like you're a legendary creature because you sort of are one." The woman shook her head before she said "You have a lot of questions don't you tiger?"

"Yeah, are you going to answer them?"

She made a show of seemingly contemplating the idea, but it was obvious that she had already made her mind up about this subject.

"Now where is the fun in just telling you?"

Carnage opened his mouth to respond, but he quickly snapped it closed when he heard what where definitely police sirens. They were still quite far away, but Carnage could tell that they were slowly getting louder which meant that they were also getting closer.

"It seems your suited damsel in distress called the police." The green eyed girl said.

Her smile grew a bit bigger as she said "How about we play a game?"

"What kind of game?"

"A game of chase. If you can keep up with me in this game then I will answer any questions that you have."

The sirens were getting closer and the girl just titled her head to the side as she said "Make your choice quickly. I never stick around for the police to find me."

Well, that certainly raised Carnage's curiosity.

All too aware that he was on a timer Carnage slowly nodded his head as he said "OK, I will play your game."

The girl was grinning now as she stood up from her seat on the edge of the roof.

"Make sure that you don't lose sight of me. I would hate to see you lose this game."

The funny thing was she sounded completely honest when she said that. The woman quickly disappeared from view and Carnage jumped up onto the wall and started to crawl his way up to the roof. He was dimly aware of the fact that the mugger had let out a muffled scream when he saw Carnage launch himself at the wall, but he didn't even bother looking at the man. Carnage made it to the roof just in time to see the girl leap over to the roof of the nearby building. She looked back briefly at Carnage and gave him a playful smile before she continued on her way. Carnage just smiled back at her as he followed behind her.

The chase was officially on. It only took five minutes of chasing the girl to figure out that she was something else. She was fast and her jumping and climbing skills were almost unbelievable. Any building that she couldn't just jump to she would just use a small device that was essentially a mechanical grappling hook. Carnage could never get a good look at the machine, but after seeing the girl use it to get to a building that was on the other side of the road Carnage was pretty impressed by it.

He wanted to take it apart and see how it ticked, but he doubted that the girl would let him do that and the thought was soon forgotten about as he focused all of his attention on just keeping up with the girl. Web swinging was like breathing to him. It was easy, and Carnage could do it in his sleep. However, this girl was just as used to flinging herself from one building to the other. She also seemed to be more familiar with this area then Carnage was. She could slip off into the shadows of the night easily and Carnage knew it.

Although even though she could do this it didn't look like she would. If anything it looked like she was trying to always remain within Carnage's sight. She ran fast enough that Carnage could never get close, but she was slow enough that she never got too far ahead. She seemed to be enjoying herself, and Carnage would be lying if he said he didn't enjoy the game too. Eventually the game of chase lead them to a building that had quite a few gargoyles attached to it. The woman landed gracefully on one of the gargoyles, and much to Carnage's surprise she didn't launch herself off of it.

Instead she just sat down and watched as Carnage launched himself up to the statue that was next to the one that she was sitting on. Once he was sitting on his gargoyle the woman smiled and said "So you kept up."

"Are you going to answer my questions now?"

The white haired girl just nodded and Carnage wasted no time in asking his first question.

"Who are you?"

"People call me Black Cat."

Carnage blinked a few times upon tilting his head slightly to the side.

"That's not your real name is it?"

"For now it's the only name you're getting."

Carnage shrugged at that answer. A name was a name, and he was glad that he now had something to call her. Besides, that 'for now' part of the sentence made it sound like she might reveal her real name in time.

"So why did you say you were surprised to see that I really existed?"

"You really don't know?"

Carnage just blinked a few times in confusion as he slowly shook his head and Black Cat just smiled a little.

"You're a living urban legend. People are saying that you're some sort of bogeyman that haunts the alleyways of New York and attacks anyone who tries to harm the people of the city. Stories about you have been flying around in the criminal underworld a lot lately. A bunch of scared small time crooks have been telling the tale like it's a ghost story."

Black Cat leaned back against the wall and shook her head. "Some people thought people were just blowing tales about Spider-Man out of proportion. Although, Spider-Man doesn't leave scratches on his victims and while he might break a bone or two he doesn't do it with as much frequency as you seem to."

"I like to think of the injuries as being my calling card." Carnage said as he smirked.

Black Cat just chuckled and shook her head. "Pretty effective calling card."

"So who is this Spider-Man guy anyway?"

"He's some superhero that came onto the scene not too long ago." Black Cat said. "I never met the guy, but I know he uses webs like you do."

Carnage frowned and asked "Know anything else about the guy?"

Black Cat frowned in thought, but after a few seconds had passed she just shrugged.

"I know J. Jonah Jameson hates his guts for some reason."

She chuckled again before she said "You should listen to the guy rant about Spider-Man. A bank gets robbed? It's all Spider-Man's fault! Aliens are attacking New York? Spider-Man was obviously the mastermind behind the attack! The slushy machine at the gas station doesn't work? It's Spider-Man's new plan to keep the citizens of New York City from getting frozen flavored drinks!"

Carnage just blinked a few times before he said "I don't know if I should find that funny or sad."

"Just do what I do and think it's funny and sad."

Carnage shrugged before he asked "So what about you?"

"What about me?"

"Are you a superhero?"

Black Cat just tossed her head back and laughed upon hearing that. Personally, Carnage thought it was a reasonable question since dressing up in costumes seemed to be a thing that self-proclaimed superheroes did. However, Black Cat acted like it was the most hysterical question that she had ever been asked. She laughed for a good five solid minutes. Once her loud laughter finally become nothing more than a few giggles the green eyed girl answered his question.

"Honey, I'm not a superhero. I'm a cat burglar."

Carnage tenses a little at the word burglar, but Black Cat just gives him a calm look.

"Oh, don't start freaking out. My number one rule is that I don't hurt innocent pedestrians. My dad never did that when he was running around as a master thief, and I'm certainly not going to break tradition."

The girl gave the white eyed creature a sidelong glance as she said "I also won't ever go running around mugging people. That's beneath me, it breaks my number one rule, and that's a job for rookies and small time criminals."

Carnage relaxes a little before he asks "So what do you steal?"

"Oh, whatever I think looks pretty or interesting mostly. I keep some of the things that I steal and I sell the rest to the highest bidder."

Black Cat closed her eyes and crossed her arms before she said "Sometimes I steal things for clients. Like I'll steal rare paintings for some rich guy or I'll steal a piece of technology from one company so that I can sell it their rivals."

"OK then…" Carnage said slowly.

Black Cat cracked an eye open and glanced over at him.

"You know the fact that your cool with me being a thief is pretty surprising."

Carnage just shrugged before he looked down at his lap.

"It's not like I really care. As long as you're not hurting innocent people I really don't have a problem with it."

Also, to be honest it's not like Carnage had any right to judge. He already ran around stealing food from people so trying to act like stealing was some horrible thing would be rather hypocritical. Although, to be fair he stole food to survive and he doubted that the food that he snatched was more expensive then whatever priceless artifact that Black Cat stole from some rich guy.

Still, Carnage didn't feel like he had the right to judge. He also didn't feel like mentioning the fact that he stole food so he kept quiet about that. Black Cat was quiet and for a few brief seconds Carnage thought maybe she knew he wasn't saying anything. However, that thought completely slipped from his mind when the masked woman stood up and stretched.

"Well, this chat was fun but I have a job to do. I was on my way to a museum to steal a necklace for a client when I saw you beating the tar out of that mugger."

She looked like she was about to leap off of the gargoyle, but a sudden idea must of hit her because she started to grin as she turned to look at Carnage.

"Want to come along?"

"What? Why? Wouldn't I just get in the way or something?"

"You can see exactly what a regular job for me is like, and I could use the company." Black Cat said. "Besides, it's a small museum so security isn't that great. We won't be caught."

She sounded utterly convinced that they wouldn't be caught, but the whole thing just made Carnage nervous. Still, Carnage couldn't deny that he was curious about this museum job of hers and other then beating his record of bashing in muggers' faces he really didn't have anything better to do. Also, Carnage wasn't quite ready to say goodbye yet.

This was the first normal interaction that he has ever really had with someone. Black Cat was not calling him Peter, and she wasn't screaming in terror upon seeing him. She was treating him like a regular person, and Carnage was grateful for this.

So it was with a little bit of reluctance that Carnage said "OK, let's go."

Black Cat's grinned when she heard Carnage say that, and Carnage just nervously smiled back while he mentally hoped that they wouldn't get caught while they were running around in the museum…..

* * *

Carnage quickly decided that he wasn't overly comfortable sneaking around in a museum late at night. Black Cat had cut a hole in the glass of the museum skylight that was big enough for them to slip through with some multipurpose tool that she kept in what seemed to be a utility belt. The second they slipped into the building Black Cat had walked into the security room and deactivated the cameras. They hadn't ran into any security guards while in the security room, but Black Cat just shrugged and told him that the security guard was probably using the restroom or making his rounds.

Carnage guessed she was trying to reassure him, but personally that just made him nervous about running into the guard. The whole time they walked through the halls of the museum Carnage kept looking around everywhere all while waiting for someone to jump out of the shadows and start yelling at them. Meanwhile, Black Cat was as calm and confidant. Sometimes she would stop at the displays that were set up in the museum so that she could get a better look at the artifacts. Honestly, she was acting like she window shopping on a sunny day instead of sneaking around in a museum in the middle of the night.

Truthfully, if they had come here when it was open and they were actually allowed to be here Carnage would be all over this place. The exhibits were interesting looking and Carnage would have loved to be able to actually take the time to read the plaques that explained what the artifacts that this museum had were and what made them so important. Of course Carnage was all too aware of the fact that he wouldn't be allowed in here even if it was open. It was sad to think about, but that was just the way the cookie crumbles.

Carnage was snapped out of his thoughts when he heard Black Cat exclaim "Here it is!"

Carnage looked at the display and frowned. This section of the museum had been dedicated to gemstones and minerals. The glass cases were filled with stones ranging from agates to different colored fluorite stones. Mixed in with the gemstones was jewelry that had been donated to the museum. Some of the jewelry was used to show off what jewelry from different time periods looked like, but quite a few of the jewelry used to belong to famous figures from the past. Carnage remembered Black Cat mentioning coming to get a necklace, but there were so many necklaces set out in glass cases that Carnage honestly had no clue which one was the one that they came for.

"So which one do you need?"

"That one." Black Cat said as she pointed at a diamond necklace sitting all by itself in a glass case.

The necklace was an extraordinary simple one, but it was pretty. The necklace was a single teardrop shaped diamond hanging on a simple black cord. It was almost painfully simple when compared to the other necklaces that were coated in diamonds, emeralds, and rubies.

"That's what we came for?" Carnage asked.

Black Cat didn't even bother to glance over at him upon hearing what he said. She just started to cut a hole in the glass case just as she had cut the glass in the skylight.

"It might be a little simple, but it was worn by Marlon Monroe in the movie 'How to Marry a Millionaire'."

"Never seen it." Carnage said.

Then again maybe he had. With the way his memories were Carnage really didn't know what movies he had seen or hadn't seen.

"That's too bad I rather liked the movie." Black Cat said as she popped the cut glass out of the case and removed the necklace.

As she held the necklace out for Carnage to examine Black Cat smiled and said "You would be amazed at how much people will pay for things that used to belong to famous people."

Black Cat carefully placed the necklace into one of the many pockets of her utility belt.

"We can leave now."

Carnage was already web lining his way out of the building before Black Cat could even finish saying the word now. Black Cat just chuckled and quickly followed after him. Carnage doesn't stop moving until the museum is out of sight and far behind him. Once he can no longer see the museum Carnage stops on a rooftop of some bakery and sits down. Black Cat just sits down next to him and smiles.

"Don't take any offense to this, but I think you have a long way to go if you want to become cat burglar."

"No offense taken." Carnage grumbles as he flops down on his back. "So what now?"

"Well, latter on I'll be delivering the necklace to my client, but I'll be doing that on my own."

"So that's it? I was expecting more."

"We were breaking into a small time museum not Fort Knox. What did you think we were going to do? Jump over security lasers and crack open safes?"

Carnage just crosses his arms over his chest and looks away from her because yeah that was what he sort of thought would happen. He figured they would at least have to doge some guards or something, but that didn't even happen. An amused grin appears on Black Cat's face, but she was able to keep herself from laughing.

"No all jobs require that, and to be honest I don't think you would be ready for a job like that. You were already a nervous wreck just from being in a museum after hours."

Carnage opened his mouth to argue that he could handle it, but after thinking about it for a few seconds Carnage snapped his mouth shut and closed his eyes. Much as he hated to admit it he probably wouldn't be able to handle it.

"Oh, don't pout. Look to make it up to you I'll steal something for you tonight for free."

Carnage just opened his and glanced over at her and Black Cat just looked over at him.

"What do you say? Is there anything that you really want?"

"I want blankets."

The look Black Cat gave him after hearing that told him that she thrown for a loop. Carnage didn't think it was a strange thing to want. His home got cold at night so blankets were a perfectly normal thing to want. Carnage sat up and looked at Black Cat.

"So what do you say? Want to go steal some blankets?"

Black Cat just blinked a few times in surprise before she threw her head back and laughed. Two hours latter Carnage was standing on the rooftop of the St. Estes Home for Boys holding a bag full of brand new blankets stolen by Black Cat herself. Carnage may not have broken his record tonight, but Carnage can't help but think that it had still been a good night…..

* * *

**Carnage is a man of simple pleasures. Anyway, Info time!**

**Black Cat: You ever notice that in open world Spider-Man games nine times out of ten if Black Cat shows up you have to chase her? Usually over rooftops? It's something I noticed at any rate which is why I had Carnage have to play the game of chase with her.**

**On another note I figured it was about time that I start adding in characters who can be possible friends and allies with Carnage. This Black Cat will be based off of Spectacular Spider-Man cartoon version of Black Cat.**

**How to Marry a Millionaire necklace: This is an actual necklace that Marline Monroe wore in the film. I have no idea what happened to the real necklace, but I do know that you can buy replicas of the thing.**

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


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